The following discussion is intended to convey the managements perspective on our financial condition, cash flows and results of operations for the Fiscals 2026, 2025 and 2024 and should be read in conjunction with "Restated Consolidated Financial Information" on page 330.
This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see "Forward-Looking Statements" on page 25. Also see "Risk Factors" and "Significant Factors Affecting our Results of Operations and Financial Condition" on pages 26 and 397, respectively, for a discussion of certain factors that may affect our business, results of operations, financial condition or cash flows.
Our Companys financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Consolidated Financial Information included in this Red Herring Prospectus. For further information, see "Restated Consolidated Financial Information" on page 330. Also see, "Definitions and Abbreviations" on page 6 for certain terms used in this section.
Our Company acquired Yes Systems Private Limited ("Yes Systems") pursuant to a share purchase agreement dated August 21, 2025 with effect from August 21, 2025 (the "Acquisition"). For further information, see "History and Certain Corporate Matters - Details regarding material acquisition or divestment of business or undertakings" on page 299. Unless otherwise stated or the context otherwise requires, references in this section to "we", "us", or "our" are to Glass Wall Systems (India) Limited on a consolidated basis, while "our Company" or "the Company" are to Glass Wall Systems (India) Limited on a standalone basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "Industry Report on India Facade Engineering Solutions Industry" dated August 2026 (the "Ken Report") prepared and issued by Ken Research Private Limited, appointed by us pursuant to an engagement letter dated April 22, 2025 and exclusively commissioned and paid for by us to enable investors to understand the industry in which we operate in connection with the Offer. The information, data, estimates, forecasts and analyses contained in the Ken Report are based on information available as of August 20, 2026. Unless otherwise indicated, financial, operational, industry and other related information derived from the Ken Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. A copy of the Ken Report is available on the website of our Company at www.glasswallsystems.in/investors-relation/. Further, the reference to "segments" in this section derived from the Ken Report refers to end-use sectors in accordance with the presentation, analysis and categorization in the Ken Report, and does not constitute segment classification under Ind AS 108 - Operating Segments. Our segment reporting in our financial statements is based on the criteria set out in Ind AS 108 - Operating Segments and we do not present such industry segments as operating segments. For further information, see "Risk Factors - Certain sections of this Red Herring Prospectus disclose information from the Ken Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks" on page 67. Also see, "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation" on page 21.
Overview
For details in relation to our business, see "Our Business" on page 220.
Significant Factors Affecting our Results of Operations and Financial Condition
Revenue Mix Across Business Verticals
We operate across three principal business verticals: (i) domestic facade solutions, (ii) international facade products supply, and (iii) fenestration solutions. Each vertical has distinct characteristics in terms of margin profile, execution complexity, working capital intensity, and revenue recognition patterns.
Domestic facade solutions are typically executed under EPC contracts and involve end-to-end services including design, engineering, manufacturing, supply, and installation. Revenue recognition in this vertical is based on the percentage of completion method under Ind AS 115 - Revenue from Contracts with Customers, and is therefore sensitive to project execution timelines, site readiness, and client approvals. Delays in execution - whether due to adverse weather, supply chain disruptions, or client-side delays - can defer revenue recognition and impact profitability. International facade products supply involves design, engineering, and manufacturing of facade systems for export, primarily to the USA and Australia. This vertical benefits from higher realisations, lower working capital requirements, and reduced execution risk, as it excludes on-site installation. However, it is exposed to foreign exchange fluctuations and international logistics risks. Fenestration solutions offered through our Subsidiary, Yes Systems, cater to the premium residential sector in India. This vertical is margin-accretive but currently contributes a smaller portion of our revenue, with potential for scale-up.
The table below sets forth details of our revenue from our business verticals, including as a percentage of our revenue from operations, for the years indicated:
| Particulars | Fiscal 2026 — Amount (€ million) | Fiscal 2026 — Percentage of Revenue from Operations | Fiscal 2025 — Amount (€ million) | Fiscal 2025 — Percentage of Revenue from Operations | Fiscal 2024 — Amount (€ million) | Fiscal 2024 — Percentage of Revenue from Operations |
| Domestic Fa?ade Solutions (manufacturing and EPC activities) | 2,233.43 | 48.88% | 1,298.14 | 46.64% | 1,501.43 | 49.34% |
| International Fa?ade Products Supply | 2,065.73 | 45.20% | 1,147.06 | 41.21% | 1,320.28 | 43.38% |
| Fenestration solutions | 270.55 | 5.92% | 338.07 | 12.15% | 221.71 | 7.28% |
| Revenue from Operations | 4,569.71 | 100.00% | 2,783.27 | 100.00% | 3,043.42 | 100.00% |
The relative contribution of each vertical to our revenue mix varies across periods and influences our overall margin profile, working capital cycle, and cash flows.
Cost of Raw Materials and Supply Chain Dependencies
Raw materials constitute a significant portion of our cost of goods sold, with aluminium extrusions, performance glass, silicone, and fasteners being key inputs. The table below sets forth details of cost of raw materials and components consumed by us, including as a percentage of our revenue from operations, for the years indicated:
| Particulars | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 |
| Cost of raw materials and components consumed (€ million) (A) | 2,207.92 | 1,294.21 | 1,543.55 |
| Revenue from operations (€ million) (B) | 4,569.71 | 2,783.27 | 3,043.42 |
| Cost of raw materials and components consumed as a percentage of revenue from operations (%) (C=A/B) | 48.32% | 46.50% | 50.72% |
Our procurement is exposed to several risks:
Price volatility: Aluminium and glass prices are influenced by global commodity trends, energy costs, and geopolitical factors. We do not have long-term fixed-price contracts with most suppliers, which exposes us to fluctuations. Supplier concentration: A substantial portion of our purchases are from a limited number of suppliers. In the Fiscals 2026, 2025, and 2024, our top 10 suppliers accounted for 69.54%, 65.25% and 64.12% of our total cost of raw materials and components respectively. Import exposure: We import certain materials, including performance glass and silicone, from countries such as the UAE, China, Germany and Switzerland. This exposes us to foreign exchange risk, customs regulations, and potential supply chain disruptions. Third-party processing: We rely on external vendors for processes such as powder coating and glass processing. Any failure by these vendors to meet quality or delivery standards may impact our project timelines and margins.
While we are undertaking backward integration initiatives to mitigate these risks - including setting up in-house glass processing unit - our results remain sensitive to raw material pricing and supply chain reliability.
Client Concentration
Our revenue is significantly concentrated among a few key clients. In Fiscals 2026, 2025 and 2024, our top 10 clients contributed 86.40%, 78.13% and 88.56% of our revenue from operations, respectively. While we have long-standing relationships with marquee developers and contractors, including Bagmane, K Raheja, and Prestige, any loss of a major client or reduction in order volumes could materially impact our financial performance. Our client relationships are built on our execution track record, design and engineering capabilities, and ability to deliver complex facade and fenestration solutions within stipulated timelines and quality benchmarks.
Our client concentration presents several risks including:
Revenue Volatility: Any reduction in order volumes, delays in project execution, or changes in procurement strategy by one or more of our key clients could materially impact our revenue and profitability in a given period. Credit Risk: Defaults or delays in payments by a major client, or deterioration in their financial condition, could adversely affect our cash flows and necessitate provisioning for doubtful debts. Strategic Vulnerability: Our clients may choose to diversify their vendor base, adopt alternative facade technologies, or engage competitors offering integrated or lower-cost solutions. In such cases, we may lose market share or face pricing pressure. Geographic and Segment Exposure: Our international facade products supply business is also concentrated among a few overseas clients. For instance, in Fiscal 2026, Reflection Walls + Window and its affiliate Winpro together contributed 100.00% of our revenue from the USA.
We are actively pursuing diversification strategies, including expanding our client base in international markets, scaling our fenestration business, and targeting new sectors such as institutional and hospitality projects. However, the success of these initiatives remains subject to market dynamics and execution risks.
Integration and Performance of Yes Systems
In August 2025, we acquired Yes Systems Private Limited to expand our presence in the premium fenestration sector. Yes Systems operates under the brand ORIA and offers custom-designed luxury windows, doors, skylights, and partition systems. It has partnerships with international brands such as LIBART and OIKOS.
The successful integration of Yes Systems into our operations is critical to realising synergies and enhancing our margin profile. Key factors influencing its performance include ability to scale operations and expand market share in the luxury residential sector; execution of high-margin projects with minimal defects and delays; retention of key personnel and design capabilities; alignment of operational processes and financial controls with our Company. Any challenges in integration or underperformance of Yes Systems may affect our consolidated results and delay our strategic objectives in the fenestration vertical.
Macroeconomic and Industry Trends
Our business is closely linked to the real estate and construction sectors, both in India and overseas. Demand for facade and fenestration solutions is influenced by:
Urbanisation and infrastructure development;
Real estate investment cycles and regulatory policies; Sustainability mandates and energy-efficiency norms; and Architectural complexity and premiumisation trends.
In India, the facade market grew at a CAGR of 15.9% from Fiscal 2020 to Fiscal 2026 and is projected to reach 144.1 billion by Fiscal 2030. The fenestration market is expected to grow at a CAGR of 13.8% over the same period. Demand is intensifying for eco-certified envelope systems low-emissivity glass, high-insulation facades and recycled-content cladding driven by stringent building codes and corporate ESG mandates. (Source: Ken Report)
Any slowdown in construction activity, changes in government policies, or adverse macroeconomic developments such as inflation, interest rate hikes, or geopolitical tensions - may impact project pipelines, client budgets, and our revenue visibility.
Preparation of Restated Consolidated Financial Information
The restated consolidated summary statements of our Company and its subsidiary, Yes Systems (the "Group") comprises of the restated consolidated summary statement of assets and liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024; the restated consolidated summary statement of profit and loss (including restated other comprehensive income/(loss)), the restated consolidated summary statement of cash flows and the restated consolidated summary statement of changes in equity for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 and the material accounting policies and explanatory notes.
These restated consolidated summary statements have been compiled by the management of our Company from:
a) Audited consolidated financial statements of the Group as at and for
the year ended March 31, 2026; prepared in accordance with Indian Accounting Standards
(Ind AS) (referred to as "Ind AS") notified under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time) and presentation
requirements of Division II of Schedule III to the Companies Act, 2013 (as amended from
time to time), (Ind AS compliant Schedule III), as applicable, which have been approved by
the Board of Directors at their meetings held on August 13, 2026.
b) Audited Ind AS financial statements of our Company as at and for the year ended March
31, 2025 prepared in accordance with Ind AS notified under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time) and presentation
requirements of Division II of Schedule III to the Companies Act, 2013 (as amended from
time to time), (Ind AS compliant Schedule III), as applicable, which have been approved by
the Board of Directors at their meeting held on August 5, 2025.
c) Audited special purpose Ind AS financial statements of our Company as at and for the
year ended March 31, 2024 prepared in accordance with the accounting principles generally
accepted in India including Ind AS specified under Section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, and to comply with the
email received from BRLMs, which have been approved by the Board of Directors at their
meeting held on August 5, 2025.
For the financial year ended March 31, 2024, our Company prepared its statutory financial statements in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2021 / Companies (Accounts) Rules, 2014, as amended, specified under Section 133 of the Act ("Indian GAAP") due to which the Special Purpose Ind AS Financial Statements were prepared to comply with the SEBI e-mail. The audit report on the Indian GAAP statutory financial Statements for the year ended March 31, 2024 was issued on September 16, 2024.
The Special Purpose Ind AS Financial Statements have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 1, 2023) and as per the presentation, accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025 prepared by our Company in its response to SEBI e-mail.
e) Audited special purpose Ind AS financial statements of the Subsidiary as at and for the year ended March 31, 2024 which was prepared for the purpose of preparation of restated consolidated financial statements of the Group pursuant of acquisition of the Subsidiary by our Company, which have been approved by the Board of Directors of the Subsidiary, at their meeting held on August 26, 2025 and audited by auditor of the Subsidiary, Shah and Sheth.
For the financial year ended March 31, 2024, the Subsidiary prepared its statutory financial statements in accordance with accounting principles generally accepted in India, including the Indian GAAP due to which the Special Purpose Ind AS Financial Statements of the Subsidiary were prepared for the purpose of preparation of restated consolidated summary statement by our Company to comply with SEBI email. The audit report on the Indian GAAP statutory financial Statements for the year ended March 31, 2024, was issued by auditor of the Subsidiary, Shah and Sheth on September 6, 2024.
The Special Purpose Ind AS Financial Statements of the Subsidiary have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 1, 2023) and as per the presentation, accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025.
Further, consolidation adjustments (including those related to acquisition of Subsidiary in accordance with Appendix C of Ind AS 103 Business Combinations pooling of interest method) have been made to:
a) the audited Ind AS financial statements of our Company to
consolidate Ind AS financial statements of the Subsidiary for the year ended March 31,
2025 and;
b) the audited special purpose Ind AS financial statements of our Company to consolidate
audited special purpose Ind AS financial statements of the Subsidiary for the year ended
March 31, 2024.
Summary of Material Accounting Policies
Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current / non-current classification.
The Group has identified twelve months as its operating cycle. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
An asset is treated as current when it is: expected to be realised or intended to be sold or consumed in normal operating cycle; held primarily for the purpose of trading; expected to be realised within twelve months after the reporting period, or cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
All liability is current when:
it is expected to be settled in normal operating cycle; it is held primarily for the purpose of trading;
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Basis of consolidation
The restated consolidated summary statements comprise of our Company and its subsidiary as at March 31, 2026. Our Company did not have any subsidiary as at and for the years ended March 31, 2025 and March 31, 2024. Accordingly, These are the first restated consolidated summary statements of the group.
The restated consolidated summary statements comprise the financial statements of our Company and its subsidiary. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); Exposure, or rights, to variable returns from its involvement with the investee, and The ability to use its power over the investee to affect its returns,
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement with the other vote holders of the investee; Rights arising from other contractual arrangements; The Groups voting rights and potential voting rights; The size of the groups holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders;
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Restated consolidated summary statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Restated consolidated summary statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Restated consolidated summary statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group members financial statements in preparing the Restated consolidated summary statements to ensure conformity with the Groups accounting policies.
The financial statements of the entity used for the purpose of consolidation are drawn up to same reporting date as that of the parent company, i.e., year ended on March 31. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.
Restated consolidated summary statements present assets, liabilities, equity, income, expenses and cash flows of the parent and its subsidiary as those of a single economic entity. In preparing these Restated consolidated summary statements, below key consolidation procedures are followed:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiary. For this purpose, assets, liabilities, equity, income, expenses and cash flows of subsidiary are based on the amounts of the assets and liabilities determined as per the Business Combination policy and recognised in the Restated consolidated summary statements at the acquisition date.
(b) Offset (eliminate) the carrying amount of the parents investment
in each subsidiary and the parents portion of equity of each subsidiary. Business
combinations policy explains how to account for any related goodwill.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash
flows relating to transactions between entities of the group.
Profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full.
Intragroup losses may indicate an impairment that requires recognition in the Restated consolidated summary statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the owners of the parent of the Group and to the noncontrolling interests, even if this results in the non-controlling interests having a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it:
Business Combination under Common Control
Common control business combination means a business combination involving entities or businesses in which all the combining entities or businesses are ultimately controlled by the Group both before and after the business combination, and that control is not transitory.
Business combinations involving entities or businesses under common control is accounted by the Group using the pooling of interests method. The pooling of interest method is considered to involve the following:
a) The assets and liabilities of the combining entities are reflected
at their carrying amounts.
b) No adjustments are made to reflect fair values or recognise any new assets or
liabilities. The only adjustments that are made are to harmonise accounting policies.
c) The financial information in the financial statements in respect of prior periods
should be restated as if the business combination had occurred from the beginning of the
preceding period in the financial statements, irrespective of the actual date of the
combination. However, if business combination had occurred after that date, the prior
period information shall be restated only from that date.
d) The balance of the retained earnings appearing in the financial statements of the
transferor is aggregated with the corresponding balance appearing in the financial
statements of the transferee. Alternatively, it is transferred to General Reserve, if any.
e) The identity of the reserves shall be preserved and shall appear in the financial
statements of the transferee in the same form in which they appeared in the financial
statements of the transferor.
The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor shall be transferred to capital reserve and should be presented separately from other capital reserves with disclosure of its nature and purpose in the notes.
Revenue recognition
Revenue from contracts with customers is recognised when a performance obligation is satisfied by transfer of promised goods or services to a customer.
For performance obligation satisfied over time, the revenue recognition is done using input method by measuring the progress towards complete satisfaction of performance obligation. The progress is measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation as it best depicts the transfer of control that occurs as costs are incurred. The Group has generally concluded that it is the principal in its revenue arrangements.
The Group transfers control of a good or service over time and therefore satisfies a performance obligation and recognises revenue over a period of time if one of the following criteria is met:
the customer simultaneously consumes the benefit of our Companys performance or the customer controls the asset as it is being created/ enhanced by our Companys performance or there is no alternative use of the asset and our Company has either explicit or implicit right of payment considering legal precedents,
In all other cases, performance obligation is considered as satisfied at a point in time.
The revenue is recognised to the extent of transaction price allocated to the performance obligation satisfied. Transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer excluding amounts collected on behalf of a third party. The Group includes variable consideration as part of transaction price when there is a basis to reasonably estimate the amount of the variable consideration and when it is probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is estimated using the expected value method or most likely amount as appropriate in a given circumstance. Payment terms agreed with a customer are as per business practice and the financing component, if significant, is separated from the transaction price and accounted as interest income.
Revenue from construction/project related activity
Contract revenue is recognised over time to the extent of performance obligation satisfied and control is transferred to the customer. Contract revenue is recognised at allocable transaction price which represents the cost of work performed on the contract plus proportionate margin, using the percentage of completion method. Percentage of completion is the proportion of cost of work performed to-date, to the total estimated contract costs. Projects which are completed less than 10% of the total estimated project cost, revenue is recognised to the extent of actual cost incurred. Determination of revenues under the percentage of completion method necessarily involves making estimates by the management.
Generally, the Group receives mobilisation advances from its customers. Using the practical expedient in Ind AS 115, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.
Contract balances and trade receivables
For contracts where the aggregate of contract cost incurred to date plus recognised profits (or minus recognised losses as the case may be) exceeds the progress billing, the surplus is shown as contract asset and termed as "Unbilled revenue". For contracts where progress billing exceeds the aggregate of contract costs incurred to-date plus recognised profits (or minus recognised losses, as the case may be), the surplus is shown as contract liability and termed as "Billing in Excess of Contract Revenue". Amounts received before the related work is performed are disclosed in the Balance Sheet as contract liability and termed as "Advances from customer". The amounts billed on customer for work performed and are unconditionally due for payment i.e. only passage of time is required before payment falls due, are disclosed in the Balance Sheet as trade receivables. The amount of retention money held by the customers pending completion of performance milestone is disclosed as part of contract asset and is reclassified as trade receivables when it becomes due for payment.
Impairment loss is recognised in profit or loss to the extent the carrying amount of the contract asset exceeds the remaining amount of consideration that the Group expects to receive towards remaining performance obligations (after deducting the costs that relate directly to fulfil such remaining performance obligations). The Group recognises impairment loss (termed as provision for expected credit loss in the financial statements) on account of credit risk in respect of a contract asset using expected credit loss model on similar basis as applicable to trade receivables.
Other operating revenue
Other operational revenue represents income earned from the activities incidental to the business and is recognised when the performance obligation is satisfied and right to receive the income is established.
Export incentives
Export incentives receivable in the form of duty credit scrips is recognised as other operating income in the restated consolidated summary of statements of profit and loss in the period in which the export is done or the application is made to the government authorities and to the extent there is no uncertainty towards its receipt.
Scrap sales
Scrap salesThe Group recognises income from scrap sales on accrual basis. However, where the ultimate collection of the same is uncertain, revenue recognition is postponed to the extent of uncertainty.
(iii) Other income
Interest income
Interest income on financial asset is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the financial asset. When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the contractual terms of the financial instruments.
Dividends
DividendsDividend is recognised when the Groups right to receive the payment is established, which is generally when shareholders approve the dividend
Property, plant and equipment ("PPE")
PPE is recognised when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. PPE is stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and accumulated impairment, if any. All directly attributable costs related to the acquisition of PPE and borrowing costs in case of qualifying assets are capitalised in accordance with the Groups accounting policy.
For transition to Ind AS, the Group has elected to adopt as deemed cost, the carrying value of PPE measured as per previous GAAP less accumulated depreciation and cumulative impairment on the transition date of 1 April 2023.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance cost are charged to the consolidated statement of profit and loss during the period in which they are incurred.
Property, plant and equipment which are not ready for intended use as on the date of Balance Sheet are disclosed as Capital work-in-progress (CWIP). CWIP is stated at cost net of accumulated impairment loss, if any
PPE is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition is recognised in the Restated consolidated summary statements of profit and loss in the same period.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under "Other Non-Current Assets".
Depreciation
Depreciation on property, plant and equipment except building is calculated on a written down value basis using the rates arrived at based on the useful lives estimated by the management. For building depreciation is calculated on straight line basis using the rates arrived at based on the useful lives estimated by the management.
Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life/residual value is accounted on prospective basis.
Depreciation on additions to/deductions from, owned assets is calculated pro-rata to the period of use.
Based on technical estimates, the useful lives of certain plant and equipments and furniture and fixtures are lower than those indicated in Schedule II to Companies Act, 2013. The Management believes that these estimated useful lives are realistic and reflects fair approximation over period which the assets are likely to be used.
The Group has used the following life to provide depreciation on its property, plant and equipment
| Assets | Useful lives estimated by Companies Act (years) | Useful lives estimated by the Group (years) |
| Buildings | 60 | 60 |
| Factory Buildings | 3 to 30 | 5 to 30 |
| Plant and Equipments | 15 to 25 | 5 to 25 |
| Furniture and Fixtures | 10 | 3 to 10 |
| Electrical Fittings | 10 | 10 |
| Office Equipments - Computers | 3 | 3 |
| Office Equipments - Others | 5 | 3 to 6 |
| Vehicles | 6 to 30 | 8 to 10 |
Leasehold land is amortized on a straight line basis over the period of lease i.e. 90 to 95 years.
Investment properties
Properties held to earn rentals and/or capital appreciation are classified as investment property.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
For transition to Ind AS, the Group has elected to adopt as deemed cost, the carrying value of investment property as per previous GAAP less accumulated depreciation and cumulative impairment as on the transition date of April 1, 2023.
The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the investment properties are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.
The Group depreciates building component of investment property over 60 years from the date of original purchase.
Though our Group measures investment properties using cost-based measurement, the fair value of investment properties are disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer.
Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition. In determining the amount of consideration from the derecognition of investment properties the Group considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the buyer (if any).
Transfers are made to (or from) investment properties only when there is a change in use. Transfers between investment property, owner-occupied property and inventories do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes.
Advances paid towards the acquisition of investment properties outstanding at each balance sheet date is classified as Advance for property under "Other Non-Current Assets".
Intangible Assets
Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and accumulated impairment, if any. All directly attributable costs and other administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets.
Intangible assets are amortised uniformly over the best estimate of their useful lives. The Group has estimated the useful life of software ranging from 3 years to 5 years from the date of acquisition. The method of amortisation and useful life are reviewed at the end of each financial year with the effect of any changes in the estimate being accounted for on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the restated consolidated summary statements of profit and loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount.
When an impairment loss recognised earlier is subject to full or partial reversal, the carrying amount of the asset (or cash generating unit), except impairment loss allocated to goodwill, is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognised immediately in the restated consolidated summary statements of profit and loss.
Employee Benefits
Defined contribution plans
In accordance with applicable Indian Law, eligible employees receive benefits from Provident Fund. Employee State Insurance Scheme and Labour welfare fund which is defined contribution plan. In case of Provident fund, both the employee and employer make monthly contributions to the plan, which is administrated by the Government authorities, each equal to the specific percentage of employees basic salary. The Group has no further obligation under the plan beyond its monthly contributions. Obligation for contributions to the plan is recognised as an employee benefit expense in the restated consolidated summary statements of profit and loss when incurred.
Defined benefit plans (Gratuity)
In accordance with applicable Indian Law, the Group provides for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, and amount based on respective last drawn salary and the years of employment with the Group. The Groups net obligation in respect of the Gratuity Plan is calculated by estimating the amount of future benefits that the employees have earned in return of their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognised past service cost and the fair value of plan assets are deducted. The discount rate is yield at reporting date on risk free government bonds that have maturity dates approximating the terms of the Groups obligation. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the total of any unrecognised past service cost and the present value of the economic benefits available in the form of any future refunds from the plan or reduction in future contribution to the plan.
The Group recognises all remeasurements of net defined benefit liability/asset directly in other comprehensive income and presented within equity.
Compensated absences
Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year are treated as short term employee benefits. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated as on the reporting date. The Group presents the entire compensated absences as a short term provisions, since employee has an unconditional right to avail the leave at any time during the year.
Short term benefits
Employee benefits such as salaries, wages, short-term compensated absences, bonus, ex-gratia and performance-linked rewards falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are expensed in the period in which the employee renders the service.
Share-based payment arrangements
The stock options granted to employees in terms of the Groups stock options schemes, are measured at the fair value of the options at the grant date. The Group recognises the expense over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied, as determined on the grant date, based on the fair value of the options. If a grant lapses after the vesting period, the cumulative expenses in respect of such grant is transferred to the retained earnings within equity.
The share-based payment equivalent to the fair value as on the date of grant of employee stock options granted to key managerial personnel is disclosed as a related party transaction in the year of grant.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Leases
The Group assesses at contract inception whether a contract contains a lease.
As a Lessee
Assets taken on lease are accounted as right-of-use assets and the corresponding lease liability is recognised at the lease commencement date.
Initially the right-of-use asset is measured at cost which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, as reduced by any lease incentives received.
The lease liability is initially measured at the present value of the lease payments, discounted using the Groups incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, or a change in the estimate of the guaranteed residual value, or a change in the assessment of purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The right-of-use asset is measured by applying cost model i.e. right-of-use asset at cost less accumulated depreciation and cumulative impairment, if any. The right-of-use asset is depreciated using the straight-line method from the commencement date to the end of the lease term.
Lease payments associated with following leases are recognised as expense on straight-line basis:
As a Lessor
Assets given on lease are classified either as operating lease or as finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Asset held under finance lease is initially recognised in balance sheet and presented as a receivable at an amount equal to the net investment in the lease. Finance lease income is recognised over the lease term, based on a pattern reflecting a constant periodic rate of return on Groups net investment in the lease. A lease which is not classified as a finance lease is an operating lease.
The Group recognises lease payments in case of assets given on operating leases as income on a straight-line basis. The Group presents underlying assets subject to operating lease in its balance sheet under the respective class of asset.
Financial instruments
Financial assets and/or financial liabilities are recognised when the Group becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at fair value except for trade receivables not containing a significant financing component are initially measured at transaction price. Transaction costs that are attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from as the case may be, the fair value of such financial assets or liabilities, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised in profit or loss.
A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognised amounts and it is intended to either settle on net basis or to realise the asset and settle the liability simultaneously.
Financial assets:
A. All recognised financial assets are subsequently measured in their entirety either at amortised cost or at fair value as follows:
Investments in equity instruments issued by other than subsidiary are classified as at FVTPL, unless the related instruments are not held for trading and the Group irrevocably elects on initial recognition to present subsequent changes in fair value in Other Comprehensive Income.
Trade receivables, cash and cash equivalents, Bank balances other than cash and cash equivalents, Other financial assets, Loans - at amortised cost.
B. A financial asset is primarily derecognised when:
the right to receive cash flows from the asset has expired, or
the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount at the date of derecognition and the consideration received is recognised in profit or loss.
C. Impairment of financial assets: Impairment loss on trade receivables and contract assets is recognised using expected credit loss model, which involves use of a simplified approach constructed on the basis of historical credit loss experience as permitted under Ind AS 109 and is adjusted for forward looking information. Impairment loss on investments is recognised when the carrying amount exceeds its recoverable amount. For all other financial assets, expected credit losses are recognised based on the difference between the contractual cash flows and all the expected cash flows, discounted at the original effective interest rate. ECLs are measured at an amount equal to 12-month expected credit losses or at an amount equal to lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
Financial liabilities
The Groups financial liabilities include trade payables, borrowings and other financial liabilities, are measured at amortised cost using Effective Interest Rate (EIR) method.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.
Compound financial instruments issued by the Group which can be converted into fixed number of equity shares at the option of the holders irrespective of changes in the fair value of the instrument are accounted by recognising the liability and the equity components separately. The liability component is initially recognised at the fair value of a comparable liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The directly attributable transaction costs are allocated to the liability and the equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently.
Inventories
Raw materials are valued at lower of cost and net realizable value. Cost is determined using weighted average cost basis. Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.
Cash and bank balances
Cash and bank balances include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which have restrictions on repatriation. Short term and liquid investments being subject to more than insignificant risk of change in value, are not included as part of cash and cash equivalents.
Cash and cash equivalent in the balance sheet comprises of cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Groups cash management.
Foreign currencies
The functional currency and presentation currency of the Group is Indian Rupee.
Transactions in foreign currencies are initially recorded by the Group at their functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in the restated consolidated summary statements of profit and loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in profit or loss are also recognised in profit or loss).
Segment information
Geographical segment are reported in manner consistent with the internal reporting provided to the Chief Operating Decision Maker.
The Board of Directors of the Group has been identified as the Chief Operating Decision Maker which reviews and assesses the financial performance and makes the strategic decisions.
Taxes on income
Tax expense comprises current tax expense and deferred tax.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group reflects the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.
Deferred tax
Deferred tax is provided using the balance sheet approach on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. In respect of deductible temporary differences associated with investments in subsidiary, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences In respect of taxable temporary differences associated with investments in subsidiary, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity which intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Goods and Service Tax ("GST")
Expenses and assets are recognised net of the amount of GST/ value added taxes paid, except:
When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable; When receivables and payables are stated with the amount of tax included.
Provisions, contingent liabilities and contingent asset
Provisions are recognised only when:
the Group has a present obligation (legal or constructive) as a result of a past event; and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.
Provisions are recognised only when: - the Group has a present obligation (legal or constructive) as a result of a past event; and - it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and - a reliable estimate can be made of the amount of the obligation.
Contingent liability is disclosed in case of:
a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or a present obligation arising from past events but is not recognised because: it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability.
Contingent assets are disclosed where an inflow of economic benefits is probable.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
Commitments
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
estimated amount of contracts remaining to be executed on capital account and not provided for; uncaled liability on shares and other investments partly paid; other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.
Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.
Assets held for sale
Non-current assets or disposal groups comprising of assets and liabilities are classified as held for sale when all of the following criterias are met:
These are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of assets (disposal group), excluding finance costs and income tax expenses.
Statement of cash flows
Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method, adjusting the profit before tax excluding exceptional items for the effects of:
Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as at the date of Balance Sheet.
Earnings per share
Basic earnings per share is computed using the net profit or loss after tax and weighted average number of shares outstanding during the year.
Diluted earnings per share is computed using the net profit or loss after tax and weighted average number of equity and potential equity shares outstanding during the year, except where the result would be anti-dilutive.
Government Grant
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
Significant accounting judgements, estimates and assumptions
The preparation of the Groups financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Other disclosures relating to the Groups exposure to risks and uncertainties includes:
Judgements:
In the process of applying our accounting policies, the management has made the following judgements, which have the most significant effects on the amounts recognised in the Restated Consolidated Summary Statements.
Income Taxes
Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. In assessing the realisability of deferred tax assets arising from unused tax credits, the management considers convincing evidence about availability of sufficient taxable income against which such unused tax credits can be utilised. The amount of the deferred income tax assets considered realisable, however, could change if estimates of future taxable income changes in the future.p>
Estimates and assumptions:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. We based our assumptions and estimates on parameters available when the restated consolidated summary statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond our control. Such changes are reflected in the assumptions when they occur.
Useful lives of property, plant and equipment
Management reviews the useful lives of property, plant and equipment at least once a year. Such lives are dependent upon an assessment of both the technical lives of the assets, and also their likely economic lives based on various internal and external factors including relative efficiency, the operating conditions of the asset, anticipated technological changes, historical trend of plant load factor, historical planned and scheduled maintenance. This reassessment may result in change in depreciation and amortisation expected in future periods. It is possible that the estimates made based on existing experience are different from the actual outcomes and could cause a material adjustment to the carrying amount of property, plant and equipment. For the relative size of the Groups property, plant and equipment.
Provisions and Contingencies
Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past events that can reasonably be estimated. The timing of recognition requires application of judgement to existing facts and circumstances which may be subject to change. In the normal course of business, contingent liabilities may arise from litigation and other claims against the Group. Potential liabilities that are possible but not probable of an outflow of resources embodying economic benefits are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised.
Defined benefit plans
The cost of defined benefit gratuity plan and other post-employment benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.
Expected credit loss
The measurement of expected credit loss on financial assets is based on the evaluation of collectability and the managements judgement considering external and internal sources of information. A considerable amount of judgement is required in assessing the ultimate realisation of the loans / receivables having regard to, the past collection history of each party and ongoing dealings with these parties, and assessment of their ability to pay the debt on designated dates.
Cost to complete
Revenue from construction contracts is recognised based on the stage of completion determined with reference to the actual costs incurred up to reporting date on the construction contract and the estimated cost to complete the project. The percentage-of-completion method places considerable importance on accurate estimates to the extent of progress towards completion and may involve estimates on the scope of deliveries and services required for fulfilling the contractually defined obligations. These significant estimates include total contract costs, total contract revenues, contract risks, including technical, political and regulatory risks, and other judgments. The Group re-assesses these estimates on periodic basis and makes appropriate revisions accordingly.
DLP estimation
Defect Liability Period ("DLP") is a specified period after the completion of a construction project during which the contractor is responsible for rectifying any defects or faults that may arise. Although DLP is project specific, it is generally varying from 12 months to 24 months depending on the contractual condition. During the DLP, the contractor carries out repairs and fix any defects from his own cost which appear in the workmanship, so that, at the end of the DLP, all works are as per specifications of the contract. Accordingly, our Company makes provision of 1% of the revenue recognised from the construction contracts during the reporting period.
Changes in Accounting Policies
There have been no changes in our accounting policies during Fiscals 2026, 2025 and 2024.
Principal Components of Income and Expenditure
Total income
Total income comprises revenue from operations and other income.
Revenue from operations
Revenue from operations comprise (i) contract revenue (which includes construction contracts); and (ii) other operating revenue (which includes (a) scrap sales; (b) duty drawback and rebate received; (c) government grant accrued; and (d) repairs and other services.
Other income
Other income includes (i) interest income on: (a) fixed deposits; and (b) income tax refund/others; (ii) liabilities no longer required to be written back; (iii) bad debts earlier written off now written back; (iv) profit on sale of property, plant and equipment (v) profit on sale of assets held for sale; (vi) rental income; (vii) exchange difference (net); and (viii) dividend from non-current investment.
Expenses
Total expenses comprise (i) cost of raw materials and components consumed; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortization expense; and (v) other expenses.
Cost of raw materials and components consumed
Cost of raw materials and components consumedCost of materials consumed consists of costs for raw materials such as aluminium extrusions, performance glass units, silicone and other hardware items and packing materials such as wooden crates and steelages.
Employee benefits expense
Employee benefits expense comprises (i) salaries, wages and bonus; (ii) contribution to provident and other funds; (iii) share based payments to employees; (iv) gratuity expenses; and (v) staff welfare expenses.
Finance costs
Finance costs primarily comprises (i) interest on (a) cash credit; (b) term loan; and (c) others; (ii) unwinding interest on (a) dividend liability; and (b) lease liability; (iii) bank and other financial charges; and (iv) loan processing charges.
Depreciation and amortisation expense
Depreciation and amortisation expense include (i) depreciation on (a) property, plant and equipment; (b) right-of-use assets; and (c) investment properties; and (ii) amortization of intangible assets.
Other expenses
Other expenses include (i) sub contracting charges; (ii) legal and professional fees; (iii) design fee; (iv) freight &forwarding charges; (v) rent; (vi) scaffolding and other hire charges; (vii) rates and taxes; (viii) directors fees; (ix) travelling and conveyance; (x) payment to auditor; (xi) repairs and maintenance expenses: (a) plant and machinery; (b) buildings; and (c) others; (xii) selling and distribution expenses; (xiii) power and fuel; (xiv) exchange difference (net); (xv) communication cost; (xvi) printing and stationery; (xvii) insurance; (xviii) loss on discard of property, plant and equipment; (xix) corporate social responsibility; (xx) allowance/reversal of allowance) for expected credit loss; (xxi) (reversal of allowance) for unbilled revenue; (xxii) impairment for doubtful receivables; (xxiii) (reversal of provision)/provision for defect liability period; (xxiv) bad debts written off; and (xxv) miscellaneous expenses.
Reconciliation of Non-GAAP Measures
In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures disclosed in the financial statements prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures.
EBITDA, EBIT, EBITDA Margin, PAT Margin, Adjusted PAT, Adjusted PAT Margin, Return on Equity, Return on Capital Employed, Adjusted Return on Capital Employed, Debt to Total Equity Ratio, Net Debt to Total Equity Ratio and Gross Fixed Asset Turnover Ratio ("Non-GAAP Measures") presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or U.S. GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures is not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance. For more information, see "Risk Factors - We have included in this Red Herring Prospectus certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies." on page 68.
Reconciliation of restated profit for the year to EBITDA and EBITDA Margin
The table below reconciles restated profit for the year to EBITDA and EBITDA Margin:
(Note: The page contains a stray top line "202.51" outside the table — likely a page header artifact; preserved below but not part of table.)
202.51
| Particulars | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 |
(€ million, unless otherwise stated) |
|||
| Restated profit for the year (A) | 837.89 | 575.10 | 202.51 |
| Total Tax expenses (B) | 273.06 | 180.94 | 110.95 |
| Exceptional items (C) | - | - | 161.89 |
| Depreciation and amortisation expense (D) | 50.37 | 36.28 | 37.09 |
| Finance costs (E) | 35.20 | 35.86 | 93.74 |
| Other income (F) | 144.54 | 98.09 | 59.15 |
| EBITDA (G=A+B+C+D+E-F) | 1,051.98 | 730.09 | 547.03 |
| Revenue from operations (H) | 4,569.71 | 2,783.27 | 3,043.42 |
| EBITDA Margin (%) (I=G/H) | 23.02% | 26.23% | 17.97% |
Reconciliation of PAT Margin
The table below reconciles restated profit for the year to PAT Margin:
| Particulars | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 |
(€ million, unless otherwise stated) |
|||
| Restated profit for the year (A) | 837.89 | 575.10 | 202.51 |
| Revenue from operations (B) | 4,569.71 | 2,783.27 | 3,043.42 |
| PAT Margin (%) (C=A/B) | 18.34% | 20.66% | 6.65% |
Reconciliation of Adjusted PAT and Adjusted PAT Margin
The table below reconciles restated profit for the year to adjusted PAT and adjusted PAT margin:
| Particulars | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 |
(€ million, unless otherwise stated) |
|||
| Restated profit for the year (A) | 837.89 | 575.10 | 202.51 |
| Exceptional items (B) | - | - | 161.89 |
| Adjusted profit for the year (Adjusted PAT) (C=A+B) | 837.89 | 575.10 | 364.40 |
| Revenue from operations (D) | 4,569.71 | 2,783.27 | 3,043.42 |
| Adjusted PAT Margin (%) (E=C/D) | 18.34% | 20.66% | 11.97% |
Reconciliation of EBIT and Return on Capital Employed
The table below reconciles restated profit for the year to EBIT and Return on Capital Employed:
| Particulars | As at/for the year ended March 31, 2026 | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 |
(€ million, unless otherwise stated) |
|||
| Restated profit for the year (A) | 837.89 | 575.10 | 202.51 |
| Total tax expense (B) | 273.06 | 180.94 | 110.95 |
| Finance costs (C) | 35.20 | 35.86 | 93.74 |
| EBIT (D=A+B+C) | 1,146.15 | 791.90 | 407.20 |
| Total equity (E) | 2,598.84 | 1,740.59 | 1,209.06 |
| Non-current borrowings (F) | 47.36 | 67.29 | 139.59 |
| Current borrowings (G) | 19.46 | 17.35 | 108.94 |
| Deferred tax liability (H) | 2.59 | 3.11 | - |
| Intangible assets (I) | 3.67 | 3.32 | 1.48 |
| Capital Employed (J=E+F+G+H+I) | 2,664.58 | 1,825.02 | 1,456.11 |
| Return on Capital Employed (%) (K=D/J) | 43.01% | 43.39% | 27.96% |
Reconciliation of Adjusted Return on Capital Employed
The table below reconciles restated profit for the year to Adjusted Return on Capital Employed:
2024
| Particulars | As at/for the year ended March 31, 2026 | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 |
(? million, unless otherwise stated) |
|||
| Restated profit for the year (A) | 837.89 | 575.10 | 202.51 |
| Total tax expense (B) | 273.06 | 180.94 | 110.95 |
| Finance costs (C) | 35.20 | 35.86 | 93.74 |
| EBIT (D=A+B+C) | 1,146.15 | 791.90 | 407.20 |
| Exceptional items (E) | - | - | |
| Particulars | As at/for the year ended March 31, 2026 | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 |
(? million, unless otherwise stated) |
|||
| Exceptional items (E) | - | - | 161.89 |
| Other income (F) | 144.54 | 98.09 | 59.15 |
| Adjusted EBIT (G=D+E-F) | 1,001.61 | 693.81 | 509.94 |
| Total equity (H) | 2,598.84 | 1,740.59 | 1,209.06 |
| Non-current borrowings (I) | 47.36 | 67.29 | 139.59 |
| Current borrowings (J) | 19.46 | 17.35 | 108.94 |
| Deferred tax liability (K) | 2.59 | 3.11 | - |
| Cash and cash equivalents (L) | 324.79 | 26.15 | 83.38 |
| Bank balances other than cash and cash equivalents (M) | 534.48 | 752.81 | 232.91 |
| Intangible assets (N) | 3.67 | 3.32 | 1.48 |
| Adjusted Capital Employed (O=H+I+J+K-L-M-N) | 1,805.31 | 1,046.06 | 1,139.82 |
| Adjusted Return on Capital Employed (%) (P=G/O) | 55.48% | 66.33% | 44.74% |
Reconciliation of Return on Equity
The table below reconciles restated profit for the year to Return on Equity:
| Particulars | As at/for the year ended March 31, 2026 | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 |
(? million, unless otherwise stated) |
|||
| Restated profit for the year (A) | 837.89 | 575.10 | 202.51 |
| Total equity - at the end of the year (B) | 2,598.84 | 1,740.59 | 1,209.06 |
| Total equity - at the beginning of the year (C) | 1,740.59 | 1,209.06 | 1,007.54 |
| Average Equity (D=(B+C)/2) | 2,169.72 | 1,474.83 | 1,108.29 |
| Return on Equity (%) (E=A/D) | 38.62% | 39.00% | 18.28% |
Reconciliation of Net Debt / Total Equity
The table below shows calculation of net debt to total equity.
| Particulars | As at March 31, 2026 | As at March 31, 2025 | As at March 31, 2024 |
(? million, unless otherwise stated) |
|||
| Total equity (A) | 2,598.84 | 1,740.59 | 1,209.06 |
| Current borrowings (B) | 19.46 | 17.35 | 108.94 |
| Non-current borrowings (C) | 47.36 | 67.29 | 139.59 |
| Cash and Cash Equivalents (D) | 324.79 | 26.15 | 83.38 |
| Bank balances other than cash and cash equivalents (E) | 534.48 | 752.81 | 232.91 |
| Net Debt (F=B+C-D-E) | (792.45) | (694.32) | (67.76) |
| Net Debt / Total Equity (times) (G=F/A) | (0.30) | (0.40) | (0.06) |
Note:
Bank balance other than cash and cash equivalents include margin money deposits with a carrying amount of 513.48 million (March 31, 2025: 462.02; March 31, 2024: 33.75 million) were held against bank guarantee and letter of credit facilities, while Nil (March 31, 2025: 249.71 million; March 31, 2024: Nil) were secured against the overdraft facility. Further, deposits with a carrying amount of Nil (March 31, 2025: Nil; March 31, 2024: 135.98 million) were subject to a first charge to secure our Companys cash credit loans, which has been surrendered during the Fiscal 2025.
Reconciliation of Debt / Total Equity
The table below shows calculation of debt to total equity.
| Particulars | As at March 31, 2026 | As at March 31, 2025 | As at March 31, 2024 |
(? million, unless otherwise stated) |
|||
| Total equity (A) | 2,598.84 | 1,740.59 | 1,209.06 |
| Non-current borrowings (B) | 47.36 | 67.29 | 139.59 |
| Current borrowings (C) | 19.46 | 17.35 | 108.94 |
| Debt (D=B+C) | 66.82 | 84.64 | 248.53 |
| Debt / Total Equity (times) (E=D/A) | 0.03 | 0.05 | 0.21 |
Reconciliation of property, plant and equipment - cost to Gross Fixed Asset Turnover Ratio
The table below shows the calculation of Gross Fixed Asset Turnover Ratio:
| Particulars | As of / For the Year ended March 31, 2026 | As of / For the Year ended March 31, 2025 | As of / For the Year ended March 31, 2024 |
(? million, unless otherwise stated) |
|||
| Property, plant and equipment – cost (A) | 764.37 | 470.52 | 429.35 |
| Revenue from operations (B) | 4,569.71 | 2,783.27 | 3,043.42 |
| Gross Fixed Asset Turnover Ratio (times) (C=B/A) | 5.98 | 5.92 | 7.09 |
Results of Operations
The following table sets forth certain information with respect to our results of operations for the years indicated:
| Particulars | Fiscal 2026 (? million) | Fiscal 2026 Percentage of Total Income | Fiscal 2025 (? million) | Fiscal 2025 Percentage of Total Income | Fiscal 2024 (? million) | Fiscal 2024 Percentage of Total Income |
| Revenue from operations | 4,569.71 | 96.93% | 2,783.27 | 96.60% | 3,043.42 | 98.09% |
| Other income | 144.54 | 3.07% | 98.09 | 3.40% | 59.15 | 1.91% |
| Total income | 4,714.25 | 100.00% | 2,881.36 | 100.00% | 3,102.57 | 100.00% |
Expenses |
||||||
| Cost of raw materials and components consumed | 2,207.92 | 46.84% | 1,294.21 | 44.92% | 1,543.55 | 49.75% |
| Employee benefits expense | 377.48 | 8.01% | 290.07 | 10.07% | 263.46 | 8.49% |
| Finance costs | 35.20 | 0.75% | 35.86 | 1.24% | 93.74 | 3.02% |
| Depreciation and amortisation expense | 50.37 | 1.07% | 36.28 | 1.26% | 37.09 | 1.20% |
| Other expenses | 932.33 | 19.78% | 468.90 | 16.27% | 689.38 | 22.22% |
| Total expenses | 3,603.30 | 76.43% | 2,125.32 | 73.76% | 2,627.22 | 84.68% |
| Restated profit before exceptional items and tax | 1,110.95 | 23.57% | 756.04 | 26.24% | 475.35 | 15.32% |
| Exceptional items | - | - | - | - | 161.89 | 5.22% |
| Restated profit before tax | 1,110.95 | 23.57% | 756.04 | 26.24% | 313.46 | 10.10% |
Tax expenses: |
2024
| Particulars | Fiscal 2026 (? million) | Fiscal 2026 Percentage of Total Income | Fiscal 2025 (? million) | Fiscal 2025 Percentage of Total Income | Fiscal 2024 (? million) | Fiscal 2024 Percentage of Total Income |
| (i) Current tax | 292.15 | 6.20% | 70.01 | 2.43% | 17.39 | 0.56% |
| (ii) Adjustment of tax relating to earlier periods | 4.91 | 0.10% | 0.31 | 0.01% | (4.30) | (0.14)% |
| (iii) Deferred tax | (24.00) | (0.51)% | 110.62 | 3.84% | 97.86 | 3.15% |
| Total tax expense | 273.06 | 5.79% | 180.94 | 6.28% | 110.95 | 3.58% |
| Restated profit for the year | 837.89 | 17.77% | 575.10 | 19.96% | 202.51 | 6.53% |
Fiscal 2026 compared to Fiscal 2025
Total Income
Total income increased by 63.61% from ?2,881.36 million in Fiscal 2025 to ?4,714.25 million in Fiscal 2026. This was primarily attributable to an increase in revenue from operations and other income.
Revenue from operations
Revenue from operations increased by 64.18% from ?2,783.27 million in Fiscal 2025 to ?4,569.71 million in Fiscal 2026, primarily due to increase in contract revenue - construction contracts from ?2,731.09 million in Fiscal 2025 to ?4,478.25 million in Fiscal 2026, increase in scrap sales from ?17.20 million in Fiscal 2025 to ?57.66 million in Fiscal 2026 and increase in duty drawback and rebates received from ?19.00 million in Fiscal 2025 to ?26.76 million in Fiscal 2026.
Other income
Other income increased by 47.35% from ?98.09 million in Fiscal 2025 to ?144.54 million in Fiscal 2026, primarily due to an increase in the interest income on fixed deposits from ?35.52 million in Fiscal 2025 to ?62.83 million in Fiscal 2026, increase in profit on sale of assets held for sale from ?10.90 million in Fiscal 2025 to ?15.88 million in Fiscal 2026 and increase in exchange difference (net) from ?8.73 million in Fiscal 2025 to ?58.71 million in Fiscal 2026.
Expenses
Cost of raw materials and components consumed
Cost of raw materials and components consumed increased by 70.60% from ?1,294.21 million in Fiscal 2025 to ?2,207.92 million in Fiscal 2026, primarily on account of increase in contract revenue - construction contracts.
Employee benefits expenses
Employee benefits expenses increased by 30.13% from ?290.07 million in Fiscal 2025 to ?377.48 million in Fiscal 2026, primarily due to an increase in salaries, wages and bonus from ?262.17 million in Fiscal 2025 to ?330.79 million in Fiscal 2026 primarily due to increase in numbers of employee and inflationary increment in salaries, increase in gratuity expense from ?7.02 million in Fiscal 2025 to ?14.29 million in Fiscal 2026 and increase staff welfare expenses from ?12.34 million in Fiscal 2025 to ?16.87 million in Fiscal 2026.
Finance costs
Finance costs decreased by 1.84% from ?35.86 million in Fiscal 2025 to ?35.20 million in Fiscal 2026, primarily due to decrease in interest on term loan from ?12.82 million in Fiscal 2025 to ?6.78 million in Fiscal 2026 attributable to repayment of term loan during Fiscal 2026.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 38.84% from ?36.28 million in Fiscal 2025 to ?50.37 million in Fiscal 2026, primarily due to an increase in depreciation on property, plant and equipment from ?32.63 million in Fiscal 2025 to ?47.40 million in Fiscal 2026 attributable to increase in property, plant and equipment.
Other expenses
Other expensesOur other expenses increased by 98.83% from ?468.90 million in Fiscal 2025 to ?932.33 million in Fiscal 2026, primarily due to: increase in sub contracting charges from ?255.19 million in Fiscal 2025 to ?533.92 million in Fiscal 2026; increase in freight & forwarding charges from ?50.56 million in Fiscal 2025 to ?181.32 million in Fiscal 2026; increase in scaffolding and other hire charges from ?23.66 million in Fiscal 2025 to ?40.32 million in Fiscal 2026; and increase in corporate social responsibility from ?0.80 million in Fiscal 2025 to ?7.00 million in Fiscal 2026.
This increase is primarily attributable to an increase in our contract revenue under our domestic facade solutions vertical.
Restated profit before tax
Restated profit before taxOur restated profit before tax was ?756.04 million in Fiscal 2025 compared to ?1,110.95 million in Fiscal 2026.
Tax expenses
Tax expensesOur total tax expense increased by 50.91% from ?180.94 million in Fiscal 2025 to ?273.06 million in Fiscal 2026. During Fiscal 2025, our current tax and deferred tax were ?70.01 million and ?110.62 million respectively. During Fiscal 2026, our current tax and deferred tax were ?292.15 million and ?(24.00) million respectively.
Restated profit for the year
Restated profit for the yearOur restated profit for the year was ?575.10 million in Fiscal 2025 compared to ?837.89 million in Fiscal 2026.
PAT Margin
For the reasons stated above, our PAT Margin was 20.66% in Fiscal 2025 compared to 18.34% in Fiscal 2026. For further details, see " - Reconciliation of Non-GAAP Measures - Reconciliation of PAT Margin" on page 418.
EBITDA and EBITDA Margin
For the reasons stated above, our EBITDA was ?730.09 million in Fiscal 2025 compared to ?1,051.98 million in Fiscal 2026 and our EBITDA Margin was 26.23% in Fiscal 2025 compared to 23.02% in Fiscal 2026. For further details, see " - Reconciliation of Non-GAAP Measures - Reconciliation of restated profit for the year to EBITDA and EBITDA Margin" on page 417.
Fiscal 2025 compared to Fiscal 2024
Total Income
Total IncomeTotal income decreased by 7.13% from ?3,102.57 million in Fiscal 2024 to ?2,881.36 million in Fiscal 2025. This was primarily attributable to decrease in revenue from operations.
Revenue from operations
2025, primarily due to decrease in contract revenue - construction contracts from ?2,996.59 million in Fiscal 2024 to ?2,731.09 million in Fiscal 2025 and a decrease in scrap sales from ?31.16 million in Fiscal 2024 to ?17.20 million in Fiscal 2025. The decrease is primarily due to reduced demand in the international markets arising from global geopolitical tensions and reduced domestic sales due to utilization of our capacity for our international projects. Further, we reserved part of our capacity to cater to anticipated export orders. However, due to U.S. general elections and the resulting uncertainty around U.S. trade policies, clients deferred certain orders, which led to lower capacity utilization in Fiscal 2025. These deferred orders from Fiscal 2025 have now been released and are currently in the process of being executed.
Other income
Other income increased by 65.83% from ?59.15 million in Fiscal 2024 to ?98.09 million in Fiscal 2025, primarily due to increase in bad debts earlier written off now written back from ?0.10 million in Fiscal 2024 to ?13.89 million in Fiscal 2025, increase in profit on sale of property, plant & equipment from nil in Fiscal 2024 to ?23.55 million in Fiscal 2025 and increase in interest income on fixed deposits from ?16.93 million in Fiscal 2024 to ?35.52 million in Fiscal 2025.
Expenses
Cost of raw materials and components consumed
Cost of raw materials and components consumed decreased by 16.15% from ?1,543.55 million in Fiscal 2024 to ?1,294.21 million in Fiscal 2025, primarily due to decrease in contract revenue - construction contracts. The prices of our key raw materials such as aluminium extrusions, silicone, fasteners and performance glass decreased in Fiscal 2025 as compared to Fiscal 2024.
Employee benefits expense
Employee benefits expense increased by 10.10% from ?263.46 million in Fiscal 2024 to ?290.07 million in Fiscal 2025, primarily due to increase in salaries, wages and bonus from ?236.84 million in Fiscal 2024 to ?262.17 million in Fiscal 2025 primarily due to increase in number of employees and inflationary increment in salaries, increase in gratuity expense from ?6.19 million in Fiscal 2024 to ?7.02 million in Fiscal 2025 and increase in contribution to provident and other funds from ?7.88 million in Fiscal 2024 to ?8.54 million in Fiscal 2025.
Finance costs
Finance costs decreased by 61.75% from ?93.74 million in Fiscal 2024 to ?35.86 million in Fiscal 2025, primarily due to decrease in (i) interest - cash credit from ?48.10 million in Fiscal 2024 to ?2.32 million in Fiscal 2025; (ii) interest - term loan from ?20.26 million in Fiscal 2024 to ?12.82 million in Fiscal 2025, decrease in unwinding interest - dividend liability from ?1.44 million in Fiscal 2024 to ?0.23 million in Fiscal 2025 and decrease in bank and other financial charges from ?9.30 million in Fiscal 2024 to ?5.37 million in Fiscal 2025. The decrease is primarily due to repayment of debt by our Company.
Depreciation and amortization expense
Depreciation and amortization expense decreased by 2.18% from ?37.09 million in Fiscal 2024 to ?36.28 million in Fiscal 2025, primarily due a decrease in depreciation on investment properties from ?1.60 million in Fiscal 2024 to ?0.85 million in Fiscal 2025 and decrease in amortisation of intangible assets from ?2.07 million in Fiscal 2024 to ?1.16 million in Fiscal 2025.
Other expenses
Other expenses decreased by 31.98% from ?689.38 million in Fiscal 2024 to ?468.90 million in Fiscal 2025, primarily due to:
This decrease is primarily attributable to a decrease in our contract revenue under our domestic fa?ade solutions vertical.
Restated profit before exceptional items and tax
For the reasons discussed above, restated profit before exceptional items and tax was ? 475.35 million in Fiscal 2024 and ? 756.04 million in Fiscal 2025.
Exceptional items
During Fiscal 2024, we had exceptional items amounting to ? 161.89 million on account of advance for property, plant & equipment written off in the books of our Company. The advance was given against the acquisition of the development of the proposed property, which has been abandoned by NCLT in February 2024. In pursuance of the same, our management has fully provided advance of ? 161.89 million given for properties.
Restated profit before tax
For the reasons discussed above, restated profit before tax was ? 313.46 million in Fiscal 2024 and ? 756.04 million in Fiscal 2025.
Tax expenses
Our total tax expense increased by 63.08% from ? 110.95 million in Fiscal 2024 to ? 180.94 million in Fiscal 2025, primarily due to increase in current tax from ? 17.39 million in Fiscal 2024 to ? 70.01 million in Fiscal 2025 and increase in deferred tax from ? 97.86 million in Fiscal 2024 to ? 110.62 million in Fiscal 2025.
Restated profit for the year
Our restated profit for the year was ? 202.51 million in Fiscal 2024 compared to ? 575.10 million in Fiscal 2025.
PAT Margin
For the reasons stated above, our PAT Margin was 6.65% in Fiscal 2024 compared to 20.66% in Fiscal 2025. For further details, see " - Reconciliation of Non-GAAP Measures - Reconciliation of PAT Margin" on page 418.
EBITDA and EBITDA Margin
For the reasons stated above, our EBITDA was ? 547.03 million in Fiscal 2024 compared to ? 730.09 million in Fiscal 2025 and our EBITDA Margin was 17.97% in Fiscal 2024 compared to 26.23% in Fiscal 2025. For further details, see " - Reconciliation of Non-GAAP Measures - Reconciliation of restated profit for the year to EBITDA and EBITDA Margin" on page 417.
Liquidity and Capital Resources
We have historically financed the expansion of our business and operations primarily through debt financing and internal accruals. As of March 31, 2026, our working capital requirements were primarily met through cash accruals from our operations. Further, we believe that after taking into account the expected cash to be generated from our business and operations, the Net Proceeds from the Fresh Issue and the proceeds from our existing bank lines, and new loans sanctioned to us from time to time, the cash generated from operations will be sufficient to meet our anticipated capital requirements for our working capital and capital expenditure requirements.
Cash Flows
The following table sets forth our cash flows and cash and cash equivalents for the years indicated:
| Particulars | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 |
(€ million) |
|||
| Net cash flow generated from operating activities (A) | 732.50 | 729.53 | 427.22 |
| Net cash flow (used in)/generated from investing activities (B) | (388.33) | (531.49) | 87.58 |
| Net cash flow (used in) financing activities (C) | (53.02) | (255.27) | (442.54) |
| Net (decrease) / increase in cash and cash equivalents (A+B+C) | 291.15 | (57.23) | 72.26 |
| Cash and cash equivalents at the beginning of the year | 26.15 | 83.38 | 11.12 |
| Effects of exchange rate changes on cash and cash equivalents | 7.49 | - | - |
| Cash and cash equivalents at the end of the year | 324.79 | 26.15 | 83.38 |
Operating Activities
Fiscal 2026
Net cash flow generated from operating activities was ?732.50 million in Fiscal 2026. In Fiscal 2026, our restated profit before tax was ?1,110.95 million. Primary adjustments consisted of depreciation and amortisation expense of ?50.37 million and finance costs of ?35.20 million. This was primarily offset by interest income of ?62.83 million.
Operating profit before working capital changes was ?1,134.25 million in Fiscal 2026.
The main working capital movements in Fiscal 2026 comprised of increase in trade receivables of ?556.55 million, increase in inventories of ?9.11 million, increase in other assets of ?245.90 million, increase in trade payable of ?277.62 million, increase in other liabilities of ?106.34 million, and other movements including decrease in other financial assets of ?15.38 million, increase in provisions of ?33.66 million, and increase in other financial liabilities of ?201.37 million.
Fiscal 2025
Net cash flow generated from operating activities was ?729.53 million in Fiscal 2025. In Fiscal 2025, our restated profit before tax was ?756.04 million. Primary adjustments consisted of depreciation and amortisation expense of ?36.28 million and finance costs of ?35.86 million. This was primarily offset by interest income of ?35.52 million.
Operating profit before working capital changes was ?754.59 million in Fiscal 2025.
The main working capital movements in Fiscal 2025 comprised of decrease in trade receivables of ?130.25 million, increase in inventories of ?86.92 million, and decrease in other assets of ?52.32 million, along with other movements including decrease in loans of ?1.25 million, increase in other financial assets of ?11.17 million, decrease in trade payables of ?4.77 million, increase in provisions of ?0.48 million, and decrease in other liabilities of ?73.68 million.
Fiscal 2024
Net cash flow generated from operating activities was ?427.22 million in Fiscal 2024. In Fiscal 2024, our restated profit before tax was ?313.46 million. Primary adjustments consisted of depreciation and amortisation expense of ?37.10 million and finance costs of ?93.73 million. This was primarily offset by interest income of ?16.93 million.
Operating profit before working capital changes was ?646.44 million in Fiscal 2024.
The main working capital movements in Fiscal 2024 comprised of decrease in trade receivables of ?22.75 million, increase in inventories of ?77.00 million, and decrease in other assets of ?104.39 million, along with other movements including increase in loans of ?1.10 million, increase in other financial assets of ?38.36 million, decrease in trade payables of ?107.66 million, increase in provisions of ?8.05 million, and decrease in other financial liabilities of 73.55 million.
Investing Activities
Fiscal 2026
Net cash flow used in investing activities was 388.33 million in Fiscal 2026. This was primarily due to investment in margin money deposits of 1,827.21 million and acquisition of property, plant and equipment, including capital work-in-progress and capital advance given (net) of 268.32 million.
This was partially offset by proceeds from maturity of margin money deposits of 1,612.13 million, proceeds from sale of property, plant and equipment of 36.14 million, and proceeds from sale of asset held for sale including advance received against sale of building of 22.75 million.
Fiscal 2025
Net cash flow used in investing activities was 531.49 million in Fiscal 2025, primarily due to investment in margin money deposits of 984.55 million and acquisition of property, plant and equipment, including capital work-in-progress and capital advance given (net) of 149.36 million.
This was partially offset by proceeds from maturity of margin money deposits of 462.63 million, proceeds from sale of property, plant and equipment of 112.87 million, and proceeds from sale of asset held for sale including advance received against sale of building of 11.20 million.
Fiscal 2024
Net cash flow generated from investing activities was 87.58 million in Fiscal 2024. This was primarily due to proceeds from sale of investment properties including advance received against sale of properties of 124.75 million, proceeds from maturity of margin money deposits of 176.97 million, and interest received of 16.47 million. These inflows were partially offset by investment in margin money deposits of 184.90 million and acquisition of property, plant and equipment, including capital work-in-progress and capital advance given (net) of 45.32 million.
Financing Activities
Fiscal 2026
Net cash flow used in financing activities was 53.02 million in Fiscal 2026. This was primarily due to interest paid of 35.38 million and repayment of non-current borrowings of 17.64 million.
Fiscal 2025
Net cash flow used in financing activities was 255.27 million in Fiscal 2025, primarily due to buyback of equity shares of 42.55 million, repayment of non-current borrowings of 79.05 million, repayment of current borrowings of 93.53 million, and interest paid of 35.44 million. This was partially offset by proceeds from current borrowings of 8.50 million.
Fiscal 2024
Net cash flow used in financing activities was 442.54 million in Fiscal 2024. This was primarily due to repayment of current borrowings of 306.58 million, repayment of non-current borrowings of 47.54 million, dividend paid on Class B equity shares of 11.00 million, and interest paid of 92.42 million. This was partially offset by proceeds from current borrowings of 15.00 million.
Indebtedness
As of March 31, 2026, our total borrowings amounted to 66.82 million.
The table below summarises the maturity profile of our financial liabilities as at March 31, 2026:
2026
| Particulars | On demand | Less than 3 months | 3 to 12 months | 1-5 years | More than 5 years | Total |
As at March 31, 2026 (€ million) |
||||||
| Total borrowings | - | 5.05 | 14.74 | 47.03 | - | 66.82 |
| Other financial liabilities | 242.27 | 48.62 | - | 1.32 | - | 292.21 |
| Trade payables | - | 655.46 | - | - | - | 655.46 |
Note: Total Borrowings is the sum of current borrowings and non-current borrowings. Other financial liabilities is sum of current other financial liabilities and non-current other financial liabilities. Trade payables is sum of total outstanding dues of micro enterprises and small enterprises and total outstanding dues of creditors other than micro enterprises and small enterprises.
Contingent Liabilities
As of March 31, 2026, our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets are as below:
| Particulars | Amount as of March 31, 2026 (€ million) |
| Claim against the Group not acknowledged as debts | |
| - Maharashtra VAT demand | 312.13 |
| - Other VAT and CST matters | 19.93 |
| - Income tax matters | 2.01 |
| Total | 334.07 |
Above amounts also include interest and penalty as mentioned in respective year wise demand orders.
Notes:
(i) The Joint Commissioner (Appeals) adjudicated the Maharashtra VAT ("MIVAT") assessment for the financial years 2005 to 2006 to 2017 to 2018 and Central Sales Tax ("CST") assessment for the financial years 2014 to 2015 and 2015 to 2016 against which our Group has filed appeals with the Maharashtra Sales Tax Tribunal ("MSTT"). During the year, MSTT passed an order dated July 9, 2025 quashing the demand and asked relevant authorities to recompute demand based on its order. Subsequently, the MIVAT Department filed a review/rectification application before the MSTT against the said order. However, the MSTT, vide its order dated May 4, 2026, dismissed the review/rectification application and upheld its earlier decision. Our Group is awaiting further communication from authorities in this regard. Considering that the department may pursue further legal proceedings/formalities in relation to the matter, our Group has continued to classify the matter as a contingent liability. (ii) The total outstanding demand of €2.01 million pertains to the assessment year 2018 to 2019 and was raised by the Assessing Officer through an order dated September 21, 2021. An appeal against this order has been filed with the Commissioner of Income Tax ("CIT"). Based on interpretations of the relevant provisions of the Income Tax Act, 1961, and as per the assessment of the management, the demand is likely to be either deleted or substantially reduced. Accordingly, no provision has been considered necessary.
Commitments
The following table below sets forth our commitments as of March 31, 2026:
| Particulars | As of March 31, 2026 (€ million) |
| Estimated amount of contracts remaining to be executed on capital account (net of advances) on:-investment property | 39.19 |
| -property, plant & equipment | 36.95 |
Capital Expenditure
Below are the total additions to the property, plant and equipment and additions during the year to capital work-inprogress during the Fiscals 2026, 2025 and 2024:
| Particulars | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 |
(€ million) |
|||
| Total addition to property, plant and equipment (A) | 294.15 | 132.39 | 19.36 |
| Addition during the year to capital work-in-progress (B) | 171.13 | 101.83 | 18.15 |
| Capital expenditure (C=A+B) | 465.28 | 234.22 | 37.51 |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include job work/sub contract services and other services received, managerial remuneration and dividend paid.
For further information on our related party transactions, see "Summary of Related Party Transactions" and "Other Financial Information - Related Party Transactions" on pages 89 and 396, respectively.
Auditors Observations
Our Statutory Auditors have not included any qualifications, reservations or adverse remarks in the Restated Consolidated Financial Information.
For details on emphasis of matters which were included in the auditors reports on consolidated financial statements of the Group as at and for year ended March 31, 2026, Ind AS financial statements of our Company as at and for year ended March 31, 2025, special purpose Ind AS financial statements of our Company as at and for the year ended March 31, 2024, Ind AS financial statements of Yes Systems Private Limited as at and for the year ended March 31, 2024, which were disclosed by our Statutory Auditors in their examination report on our Restated Consolidated Financial Information, see "Risk Factors - Our Statutory Auditors examination report on our Restated Consolidated Financial Information disclose certain emphasis of matters and modifications which were included in the auditors reports on consolidated financial statements of our Company and its Subsidiary, Yes Systems (the "Group") as at and for year ended March 31, 2026, Ind AS financial statements of our Company as at and for the year ended March 31, 2025, special purpose Ind AS financial statements of our Company as at and for the year ended March 31, 2024, Ind AS financial statements of Yes Systems as at and for the year ended March 31, 2025 and special purpose Ind AS financial statements of the Yes Systems as at and for the year ended March 31, 2024."
Further, for details in relation to certain remarks included by our Statutory Auditors in the annexure to their audit report on the Companies (Auditors Report) Order, 2020 on our financial statements, for the year ended March 31, 2024 and certain comments included by our Statutory Auditors in their audit report on our financial statements for the year ended March 31, 2024, see "Risk Factors - Our Statutory Auditor has included certain qualifications and certain modifications in their auditor report and in the annexure to their audit report on the Companies (Auditors Report) Order, 2020 on the statutory financial statements for the year ended March 31, 2024 and any such modification or qualification in the auditors report on our statutory financial statements in the future may adversely affect our business, results of operations, financial condition and cash flows."
Quantitative and Qualitative Disclosures about Market Risk
The risk management policies of our Company are established to identify and analyse the risks faced by our Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities. Our management has overall responsibility for the establishment and oversight of our risk management framework. In performing our operating, investing and financing activities, our Company is exposed to the credit risk, liquidity risk and market risk.
Foreign exchange rate and interest rate risk
Our Company regularly reviews its foreign currency and interest rate related exposures. Our Company monitors the potential risk arising out of the market factors like exchange rates, interest rates, etc. on a regular basis. For on-balance sheet exposures, our Company monitors the risks on net unhedged exposures.
Foreign exchange rate risk
Our Company has started to concentrate on international market and earned some of the projects in USA and Australia. We have sales, purchases, and other transactions in foreign currency. Consequently, we are exposed to foreign exchange risk. We evaluated exchange rate exposure arising from foreign currency transactions and decided not to hedge its foreign rate exposure during the year and in previous year and at the year end and in previous year end since the unhedged exposure were not significant.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to changes in interest rates relates primarily to our outstanding floating rate borrowings.
Liquidity risk
Liquidity risk is the risk that our Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. Our objective is to maintain optimum levels of liquidity at all times to meet our cash and collateral requirements. We closely monitor our liquidity position and deploy a robust cash management system. We maintain adequate sources of financing including cash credit facility from banks at an optimised cost.
Credit risk
Trade receivables and retention
Our customer profile includes large private corporates and reputed developers. Accordingly, our customer credit risk is low. Our average project execution cycle is around 12 to 18 months. General payment terms include mobilisation advance, monthly progress payments with a credit period ranging from 0 to 60 days and certain retention money to be released at the end of the project. In some cases, retentions are substituted with bank guarantees
We have a detailed review mechanism of overdue customer receivables at various levels within the organisation to ensure proper attention and focus for realisation.
Financial assets other than trade receivables
Financial assets other than trade receivables comprise of cash and cash equivalents. Bank balances other than cash and cash equivalents, loan to employees, investments and other financial assets. We monitor the credit exposure on these financial assets on a case-to-case basis. Based on our historical experience, the credit risk on other financial assets is low.
Unusual or Infrequent Events or Transactions
Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.
Significant Economic Changes that Materially Affect or are Likely to Affect Income from Continuing Operations
There are no significant changes that materially affect or are likely to affect income from continuing operations, except as described in "Significant Factors Affecting our Results of Operations and Financial Condition", in "Risk Factors", "Our Business" on pages 397, 26 and 220, respectively.
Known Trends or Uncertainties
Known Trends or UncertaintiesOur business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in " - Significant Factors Affecting our Results of Operations and Financial Condition" and the uncertainties described in "Risk Factors" on pages 397 and 26, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
Future Relationship Between Cost and Income
Future Relationship Between Cost and IncomeOther than as described in "Risk Factors", "Our Business" on pages 26 and 220, and this section respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations, cash flows and financial condition.
Competitive Conditions
Competitive ConditionsWe operate in a competitive environment. See "Our Business", "Industry Overview" and "Risk Factors" on pages 220, 162 and 26, respectively, for further details on competitive conditions that we face.
Extent to which Material Increases in Net Sales or Revenue are due to Increased Sales Volume, Introduction of New Products or Services or Increased Sales Price
Changes in revenue in the last three Fiscals are as described in " - Fiscal 2026 compared to Fiscal 2025" and " - Fiscal 2025 compared to Fiscal 2024" above on pages 421 and 422, respectively.
Significant Dependence on Single or Few Customers
Significant Dependence on Single or Few CustomersWe depend on a limited number of suppliers or customers for a significant part of our revenues and operations. See, "Risk Factors - Our business is dependent on certain key clients, and our top 10 clients contributed 86.40%, 78.13% and 88.56% of our revenue from operations in Fiscals 2026, 2025 and 2024, respectively. The loss of one or more of these clients could have an adverse effect on our business prospects, results of operations, financial condition and cash flows." on page 27.
New Products or Business Segments
New Products or Business SegmentsExcept as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new products or business segments.
Seasonality/Cyclicality of Business
Our operations are not seasonal or cyclical in nature.
Segment Reporting
Segment ReportingIn accordance with Ind AS 108 - Operating segment, our Company used to present the segment information identified on the basis of internal report used by our Company to allocate resources to the segment and assess their performance. The Board of Directors of our Company are collectively the Chief Operating Decision Maker ("CODM") of our Company. Our Company has only one reportable business segment of "Construction Activities". Therefore, there is no other significant classes of operating segment. The CODM monitors the operating results of its segment separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated on the basis on profit and loss.
Significant Developments after March 31, 2026, that may Affect our Future Results of Operations
To our knowledge no circumstances have arisen since March 31, 2026, that could materially and adversely affect or are likely to affect, our operations, trading or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
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